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HB 2117

Relating to tax treatment of research expenditures; prescribing an effective date.

2025 Regular Session Introduced by Werner Reschke

HB 2117 modernizes Kansas Secretary of State filing rules, allows professional entities to use Business Entity Transactions Act, and makes resigning resident-agent details public.

In committee upon adjournment.
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Bill Summary · HB 2117

Summary — HB 2117 (enacted March 26, 2025; law effective July 1, 2025)

Purpose
- Simplify and modernize several Secretary of State business‑filing procedures and fees; authorize certain professional entities to use statutory business‑entity transaction procedures; and make specified information submitted by a resigning registered (resident) agent a public record.

Key provisions and changes
- Business trusts (K.S.A. 17-2037)
- Replaces the old requirement to file a certified trustees’ resolution to withdraw with a requirement to file a certificate of dissolution or withdrawal executed by an authorized person.
- Replaces the fixed $20 withdrawal fee with the Secretary of State’s filing fee (set at time of filing), not to exceed $150.
- Retains requirement to file outstanding business entity information reports and fees; preserves the 5‑year winding‑up protections and liability provisions following withdrawal.

  • Foreign corporations (K.S.A. 17-7302)

    • Requires foreign corporations admitted to do business in Kansas to file merger/consolidation notices or amendments on a form prescribed by the Secretary of State (in lieu of the previous certificate of the proper officer of the foreign jurisdiction).
    • Filing deadlines remain (e.g., within 30 days after the merger/consolidation becomes effective or within 30 days after an amendment affecting the Kansas application).

  • Professional service entities (K.S.A. 17-78-110)

    • Removes professional corporations and professional limited liability companies (those formed/organized to render a professional service) from the list of entities barred from participating in transactions under the Business Entity Transactions Act, allowing them to use those statutory transaction procedures.

  • Registered (resident) agents (K.S.A. 17-7929)

    • When a resident agent files a certificate of resignation, the name, postal address, and contact information of the officer/director/employee or designated agent that the resigning agent identifies (i.e., the person authorized to receive communications from the resident agent) will be a public record. (The statute continues to require 30 days’ notice and makes resignation effective 30 days after filing.)

  • Limited partnerships

    • Removes the requirement that the certificate of limited partnership state the latest date of dissolution.
    • Replaces an existing $150 application fee structure for limited partnership filings (including foreign LPs) with a Secretary of State–established fee not to exceed $150.

Affected parties
- Domestic and foreign business trusts doing business in Kansas
- Foreign corporations admitted in Kansas
- Professional corporations and professional LLCs
- Limited partnerships (domestic and foreign)
- Resident/registered agents and covered entities receiving resignation notices
- Secretary of State — gains authority to prescribe forms and to set certain fees (capped at $150)

Procedural/timing notes
- Amends multiple Kansas statutes: K.S.A. 17-2037, 17-7302, 17-78-110, 17-7929 and K.S.A. 2024 Supp. 56-1a151 and 56-1a605.
- Governor approved March 26, 2025; enrolled law indicates effective July 1, 2025.
- Fiscal note: Secretary of State reports no fiscal effect on agency operations; fee caps (≤ $150) apply where the Secretary of State may set fees.

Background
- Bill was requested by the Office of the Secretary of State; committee reports describe the changes as simplification and modernization of filing law and processes.

Compiled from official sources — confirm details with the bill’s official record.

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